[Added 7-20-2017 by Res. No. 07-20-17-08[1]]
A business entity may convert into a domestic limited liability
company if all of the following requirements are satisfied:
A.
The conversion is permitted by the law that governs the internal
affairs of the entity, and the entity complies with that law in converting.
B.
The entity proposing to convert into a domestic limited liability
company adopts a plan of conversion that includes all of the following:
(1)
The name of the entity, the type of entity that is converting, identification
of the statute that governs the internal affairs of the entity, the
name of the surviving domestic limited liability company into which
the entity is converting, the street address of the surviving domestic
limited liability company, the street address of the entity if different
from the street address of the surviving domestic limited liability
company, and the principal place of business of the surviving domestic
limited liability company.
(2)
The terms and conditions of the proposed conversion, including the
manner and basis of converting the ownership interests of the entity
into membership interests of the surviving domestic limited liability
company, into cash, into other consideration that may include ownership
interests or obligations of an entity that is not a party to the conversion,
or into a combination of cash and other consideration.
(3)
The terms and conditions of the articles of organization that are
to govern the surviving domestic limited liability company.
(4)
Any other provisions with respect to the proposed conversion that
the entity considers necessary or desirable.
C.
If a plan of conversion is adopted by the entity under § 4.2-68B, the plan of conversion is submitted for approval in the manner required by the law governing the internal affairs of that entity.
D.
If the plan of conversion is approved under § 4.2-68B and C, the entity executes as provided in § 4.2-10 and files a certificate of conversion with the office of the Tribal Council Secretary. The certificate of conversion shall include all of the following:
(1)
All of the information described in § 4.2-68B(1) and (2).
(3)
A statement that the surviving domestic limited liability company
will furnish a copy of the plan of conversion, on request and without
cost, to any owner of the entity.
(4)
Articles of organization for the surviving domestic limited liability
company that meet all of the requirements of this chapter applicable
to articles of organization.
Section 4.2-11D applies in determining when a certificate of conversion under this article becomes effective.
When a conversion under this article takes effect all of the
following apply:
A.
The entity converts into the surviving domestic limited liability
company. Except as otherwise provided in this article, the surviving
domestic limited liability company is organized under and subject
to this chapter.
B.
The surviving domestic limited liability company has all of the liabilities
of the entity. The conversion of the entity into a domestic limited
liability company under this article shall not be considered to affect
any obligations or liabilities of the entity incurred before the conversion
or the personal liability of any person incurred before the conversion,
and the conversion shall not be considered to affect the choice of
law applicable to the entity with respect to matters arising before
the conversion.
C.
The title to all real estate and other property and rights owned
by the entity remains vested in the surviving domestic limited liability
company without reversion or impairment. The rights, privileges, powers,
and interests in property of the entity, as well as the debts, liabilities,
and duties of the entity, shall not be considered, as a consequence
of the conversion, to have been transferred to the surviving domestic
limited liability company to which the entity has converted for any
purpose of the laws of the Band.
D.
A proceeding pending against the entity may be continued as if the
conversion had not occurred, or the surviving domestic limited liability
company may be substituted in the proceeding for the entity.
E.
The surviving domestic limited liability company is considered to
be the same entity that existed before the conversion and is considered
to be organized on the date that the entity was originally organized.
F.
The ownership interests of the entity that were to be converted into
membership interests or obligations of the surviving domestic limited
liability company or into cash or other property are converted.
G.
Unless otherwise provided in a plan of conversion adopted in accordance
with this article, the entity is not required to wind up its affairs
or pay its liabilities and distribute its assets on account of the
conversion, and the conversion does not constitute a dissolution of
the entity.
